Common use of Apportionment and Application of Payments Clause in Contracts

Apportionment and Application of Payments. Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including BABC Loans and Agent Advances; fourth, to pay or prepay principal of the BABC Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than BABC Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit and sixth, to the payment of any other Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j).

Apportionment and Application of Payments. Aggregate (i) Subject to the provisions of Section 2.8, all payments of ----------- principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance in respect of the Loans to which such payments relate held by each Lender) and outstanding Loans, all payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent Fees and Expenses and all such other payments not relating to principal or interest in respect of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or any other Collateral received by the AgentObligations, shall be appliedallocated among such of the Lenders and the Issuing Bank as are entitled thereto, ratably, in proportion to their respective Proportionate Shares or otherwise as provided herein. (ii) Except as provided in Section 4.11(b)(iii) with respect to -------------------- payments and proceeds of Collateral received after the occurrence of an Event of Default and subject to the provisions of this AgreementSection 2.8, all such payments and any ----------- other amounts received by the Agent from or for the benefit of a Borrower shall be applied first, to pay principal of and interest on any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due portion of the Loans ----- to the Borrower which the Agent from may have advanced on behalf of any Lender (including Agent Advances) for which the Agent has not then been reimbursed by such Lender or the Borrower; , second, to pay any fees or expense reimbursements the principal of the Loans advanced ------ to the Borrower which are then due to and payable in the Lenders from order described hereinbelow and interest on such Loans then due and payable, ratably, based on the Borrower; then outstanding balances of the such Loans, third, to pay all other ----- Obligations then due and payable by the Borrower, ratably, and fourth, as the ------ Borrower so designates. All such principal and interest due payments in respect of all Revolving LoansLoans shall be applied first, including BABC to repay outstanding Prime Rate Loans and then to ----- ---- repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (iii) Except as provided in Section 9.5, after the occurrence and ----------- during the continuance of an Event of Default, all payments and proceeds of Collateral received by the Agent Advances; fourth, to pay or prepay principal of shall be applied in the BABC Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than BABC Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit and sixthfollowing order: first, to the payment of any Fees, Expenses or other Obligation Obligations due and payable ----- to the Agent or under any Lender of the Credit Documents, including Agent Advances and any other amounts advanced by the Borrower. Notwithstanding anything Agent on behalf of the Lenders; second, to the contrary contained in this Agreement------ payment of any Fees, unless so directed by the Borrower, expenses or unless an Event of Default is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, other Obligations due and only payable to the extentIssuing Bank (iv) Subject to Sections 2.6 and 2.8, that there are no outstanding Base Rate Revolving Loans. The the Agent shall promptly ------------ --- distribute to each Lender and Issuing Bank at its primary address set forth on Annex I or in the Assignment and Assumption Agreement by which it became a ------- Lender or Issuing Bank, or at such other address as a Lender, pursuant to the applicable wire transfer instructions received from each Lender an Issuing Bank or other Holder may request in writing, such funds as it such Person may be entitled to receive; provided, subject however, that the Agent shall under no circumstances be -------- ------- bound to a Settlement delay inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Majority Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as provided for in Section 2.2(j)to any apportionment or distribution contemplated hereby.

Apportionment and Application of Payments. Aggregate Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent’s or Issuing Bank’s separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of on specific LoansAdvances, or not constituting payment of specific fees, fees and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities fees or expense reimbursements including any amounts relating to ACH Transactions then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders and Issuing Bank from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving LoansAdvances, including BABC Agent Loans and Agent Protective Advances; fourth, to pay or prepay principal of the BABC Agent Loans and Agent Protective Advances; fifth, ratably to pay or prepay principal of the Revolving Loans Advances (other than BABC Agent Loans and Agent Protective Advances) and unpaid reimbursement unreimbursed obligations in respect of Letters of Credit (and, if such payment occurs after the acceleration of the Obligations due to an Event of Default, to Cash Collateralize all outstanding Letters of Credit up to an amount equal to 105% of the aggregate extant value of all such Letters of Credit); and sixth, ratably to the payment of pay any other Obligation Secured Obligations due to the Agent Agent, any Lender or any Lender Bank Product Providers by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender (for Lender’s own account and for the account of any Affiliate of such Lender which is a Bank Product Provider) and Issuing Bank, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it (or any of its Affiliates which is a Bank Product Provider) may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j2.1(j).

Apportionment and Application of Payments. Aggregate ----------------------------------------- principal payments and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir applicable Pro Rata Shares) and payments of the fees (other than as specifically provided in Section 2.06(d) and other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating (except, so long as no Event of Default has occurred and is continuing, for payments designated in writing by Borrower to principal or interest Agent as a prepayment of specific LoansLoans hereunder, or not constituting payment of specific fees, which may be so applied) and all Collections and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject applied as follows: (a) unless all of the Obligations have become or been declared due and payable: (i) all Non-Ordinary Course Proceeds consisting of cash proceeds of sales or other issuances of the Capital Stock or Subordinated Indebtedness of the Borrower (to the provisions of this Agreement, extent permitted hereunder) shall be applied in the following order: first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due to the Agent from the BorrowerBorrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrower until paid in full; third, to pay interest due in respect of all Revolving Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); fourth, including BABC to pay any other Obligations due to the Lender Group (but exclusive of principal of the Term Loans); fifth, if and to the extent the Borrower elects in writing to do so pursuant to a notice to Agent, to Principal of Term Loan A until paid in full; and sixth, if and to the extent the Borrower elects in writing to do so pursuant to a notice to Agent, to pay or prepay principal of Term Loan B until paid in full. (ii) all other Non-Ordinary Course Proceeds shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Agent from the Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with each of the Loans); fourth, to pay or prepay principal of Term Loan A until paid in full; fifth, to pay or prepay principal of Term Loan B until paid in full; and sixth, to pay any other Obligations due to the Lender Group. (iii) all other Collections and all other proceeds of Collateral shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Agent Advancesfrom the Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); and fourth, to pay any other Obligations due to the Lender Group. (b) from and after the date that all Obligations have become, or been declared by the Lender Group, due and payable or that all Obligations and Collateral have become, or been declared by the Lender Group, in liquidation, all Collections and all other proceeds of Collateral (irrespective of whether constituting Non-Ordinary Course Proceeds) shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Agent from the Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); fourth, to pay or prepay principal of the BABC Loans Term Loans, ratably until paid in full; and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than BABC Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit and sixth, to the payment of any other Obligation Obligations due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j)Group.

Apportionment and Application of Payments. Aggregate (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each Lender) and payments of the fees shalland expenses (other than fees or expenses that are for Agent’s separate account, as applicable, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the LendersLenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All payments shall be remitted to the Agent and all such payments not relating (other than payments received while no Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Loans, Obligations or not constituting which relate to the payment of specific feesfees payable to Agent or Lenders, in either case as specified by Borrower), and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, applied as follows: (A) first, to pay on a ratable basis, until paid in full (i) any feesCollateral Custodian Fees then due to a Collateral Custodian (if one has been appointed) under its Collateral Custodian Agreement, indemnities or expense reimbursements including (ii) any Backup Servicer Fees then due to Backup Servicer under the Sale and Servicing Agreement, and (iii) upon the appointment pursuant to the Sale and Servicing Agreement of the Backup Servicer as successor Servicer, the Successor Engagement Fee (as defined in the Sale and Servicing Agreement) and any Transition Costs (as defined in the Sale and Servicing Agreement) then due to Backup Servicer, (B) second, to pay the Servicing Fee of Servicer and, with respect to a successor Servicer, expenses and other amounts relating due such successor Servicer, under the Sale and Servicing Agreement (provided, that with respect to ACH Transactions the initial Servicer, such Fee shall only be paid so long as no Event of Default has occurred and is continuing), until paid in full, (C) third, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (D) fourth, to pay any Lender Group Expenses then due to the Agent from Lenders under the Borrower; secondLoan Documents, on a ratable basis, until paid in full, (E) fifth, to pay any fees or expense reimbursements then due to Agent (for its separate account, after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents until paid in full, (F) sixth, to pay any fees then due to any or all of the Lenders from (after giving effect to any letter agreements between Agent and individual Lenders) under the Borrower; thirdLoan Documents, on a ratable basis, until paid in full, (G) seventh, to pay interest due in respect of all Revolving Loans, including BABC Loans and Agent Advances; fourth, until paid in full, (H) eighth, ratably to pay or prepay principal interest due in respect of the BABC Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans Advances (other than BABC Loans and Agent Advances) and unpaid reimbursement the Swing Loans until paid in full, (I) ninth, to pay the principal of all Agent Advances until paid in full, (J) tenth, to pay the principal of all Swing Loans until paid in full, (K) eleventh, so long as no Event of Default has occurred and is continuing, and at Agent’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (L) twelfth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (M) thirteenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Borrower’s and its Subsidiaries’ obligations in respect of Letters of Credit and sixththe Bank Products have been paid in full or the cash collateral amount has been exhausted, (N) fourteenth, to the payment of any other Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless if an Event of Default has occurred and is outstandingcontinuing, neither to pay any other Obligations (including the Agent nor any Lender shall apply any payments which it receives provision of amounts to any LIBOR Revolving LoanAgent, except (a) on to be held by Agent, for the expiration date benefit of the Interest Period applicable to any such LIBOR Revolving LoanBank Product Providers, or (b) as cash collateral in the event, and only an amount up to the extentamount determined by Agent in its Permitted Discretion as the amount necessary to secure Borrower’s and its Subsidiaries’ obligations in respect of the Bank Products), that there are no outstanding Base Rate Revolving Loans. The and (O) fifteenth, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j2.2(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this Section 2.3(b) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this Section 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3 shall control and govern.

Apportionment and Application of Payments. Aggregate (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual lenders, if any), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each Lender) and payments of the fees shall, as applicable, and expenses (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among Lenders having a Pro Rata Share of the Lenderstype of Commitment or Obligation to which a particular fee relates. All So long as no Event of Default has occurred and is continuing, Borrower shall remit all payments shall be remitted to Agent as and when due hereunder for application to the Agent and Obligations as described above. During the continuance of any Event of Default, all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, amounts in the Borrower Accounts and all proceeds of Accounts or other Collateral received by the Agent, Agent shall be applied, ratably, subject to the provisions of this Agreement, applied by Agent as follows: (A) first, to pay on a ratable basis, until paid in full any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions Collateral Custodian Fees then due to Collateral Custodian under the Collateral Custodian Agreement; (B) second, any amounts required to be paid by Borrower to maintain its legal existence and franchises (not to exceed $1,000 per annum) and to pay the Servicing Fee of Servicer under the Sale and Servicing Agreement and, with respect to any Successor Servicer, expenses and other amounts due to such Successor Servicer under the Sale and Servicing Agreement, until paid in full (provided, that with respect to the initial Servicer, such Fee shall only be paid so long as no Event of Default has occurred and is continuing); (C) third, to pay any Lender Group Expenses then due to Agent from under the Borrower; secondLoan Documents, until paid in full; (D) fourth, to pay any Lender Group Expenses then due to Lenders under the Loan Documents, on a ratable basis, until paid in full; (E) fifth, to pay any fees or expense reimbursements then due to Agent (for its separate account, after giving effect to any letter agreements between Agent and individual Lenders) under the Lenders from the Borrower; thirdLoan Documents until paid in full; (F) sixth, to pay interest and fees due in respect of all Revolving Loans, including BABC Loans and Agent Advances; fourth, until paid in full; (G) seventh, ratably to pay or prepay principal interest and fees due in respect of the BABC Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans Advances (other than BABC Loans and Agent Advances) and unpaid the Swingline Loans, until paid in full; (H) eighth, to pay the outstanding principal of all Agent Advances until paid in full, (I) ninth, subject to the proviso at the end of this clause (H), ratably 1) to pay the outstanding principal of all Swingline Loans until paid in full, 2) to pay the outstanding principal of all Revolving Advances until paid in full, and 3) ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause ii) of the most recently established Bank Product Reserve Amount (but in no event in an amount in excess of five percent (5%) of the Maximum Revolver Amount at such time) to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement obligations of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of Letters such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(i), beginning with tier (A) hereof; provided, however, that upon satisfaction of Credit the conditions described in the definition of “Permitted RIC Distributions,” Borrower may request from Agent, and sixthAgent shall release to Borrower, funds in the Custodial Account for the purposes of making a Permitted RIC Distribution immediately prior to the payment of the amounts described in this clause (H), except that during the Amortization Period any such release to Borrower for the purposes of making a Permitted RIC Distribution shall occur only after an amount of Advances equal to the then applicable Required Amortization Amount shall have already been paid to Lenders pursuant to this clause (H); (J) tenth, to pay any other Obligation due Obligations other than Obligations owed to Defaulting Lenders, (K) eleventh, ratably to pay any Obligations owed to Defaulting Lenders, and (L) twelfth, to Borrower (to be wired to the Custodial Account) or such other Person entitled thereto under applicable law. (ii) Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Lender promptly shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this Section 2.3(b) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this Section 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3 shall control and govern.

Apportionment and Application of Payments. Aggregate (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including in letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each Lender) and payments of the fees shalland expenses (other than fees or expenses that are for Agent's separate account, as applicable, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the LendersLenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All Except as otherwise specifically provided in Section 2.1(g) and paragraph (b)(iii) below, all payments shall be remitted to the Agent and all such payments not relating (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Loans, Obligations or not constituting which relate to the payment of specific feesfees or other amounts), and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, applied as follows: A. first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions Lender Group Expenses then due to Agent under the Agent from the Borrower; Loan Documents, until paid in full, B. second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from under the Borrower; Loan Documents, on a ratable basis, until paid in full, provided, that, if an Event of a Default has occurred and is continuing, the priority of the payment of any Lender Group Expenses payable to each Lender in respect of its Term Loan C Commitment or its Term Loan C shall, unless Agent agrees in its sole discretion to forgo deferring such payment, be deferred to item "seventeenth" below, C. third, to pay any fees then due to Agent, including, without limitation, any Applicable Prepayment Premium (for its separate account, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, D. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, provided that, if an Event of Default has occurred and is continuing, the priority of the payment of any fee payable to each Lender in respect of its Term Loan C Commitment or its Term Loan C shall, unless Agent agrees in its sole discretion to forgo deferring such payment, be deferred to item "eighteenth" below, E. fifth, to pay interest due in respect of all Revolving Loans, including BABC Loans and Agent Advances; fourth, until paid in full, F. sixth, ratably to pay or prepay principal interest due in respect of the BABC Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans Advances (other than BABC Loans and Agent Advances) ), the Swing Loans, the Term Loan A and unpaid reimbursement obligations the Term Loan B until paid in respect full, G. seventh, so long as no Event of Letters of Credit Default has occurred and sixthis continuing or, to the payment of any other Obligation due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless if an Event of Default has occurred and is outstandingcontinuing and Agent agrees in its sole discretion to forgo deferring such payment, neither ratably to pay interest due in respect of the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving LoanTerm Loan C until paid in full (if an Event of Default has occurred and is continuing, except (a) the priority of the payment of interest on the expiration date Term Loan C, including the Term Loan C PIK Amount, is deferred to item "nineteenth" below), H. eighth, to pay the principal of all Agent Advances until paid in full, I. ninth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan A and the Term Loan B until paid in full, J. tenth, to pay the principal of all Swing Loans until paid in full, K. eleventh, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Parent or its Subsidiaries in respect of all Bank Products, until paid in full, L. twelfth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full (it being understood that the Special Term Advance shall not be paid until all other Advances are paid in full), M. thirteenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full (it being understood that the Special Term Advance shall not be paid until all other Advances are paid in full), and (ii) to Agent, to be held by Agent, for the benefit of Wxxxx Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Interest Period applicable Bank Products Reserve established prior to any such LIBOR Revolving Loanthe occurrence of, and not in contemplation of, the subject Event of Default until the obligations of Parent and its Subsidiaries in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, N. fourteenth, if an Event of Default has occurred and is continuing, ratably to pay the outstanding principal balance of the Term Loan A and the Term Loan B (b) in each case in the eventinverse order of the maturity of the installments due thereunder) until the Term Loan A and the Term Loan B are paid in full, O. fifteenth, if an Event of Default has occurred and only is continuing, to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, P. sixteenth, so long as no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing and Agent agrees in its sole discretion to forgo deferring such payment, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the extentTerm Loan C until paid in full (if an Event of Default has occurred and is continuing, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant the priority of the payment of principal then due with respect to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled Term Loan C is deferred to receive, subject to a Settlement delay as provided for in Section 2.2(jitem "twentieth" below).,

Apportionment and Application of Payments. Aggregate Except as otherwise provided with respect to Defaulting Lenders and Agent Loans, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir Pro Rata Shares) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among among, the LendersLenders (according to their Pro Rata Shares). All payments shall be remitted to the Agent and all such payments not relating to principal or interest on the Loans or of specific LoansAdvances, or not constituting payment of specific fees, fees and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratablyshall, subject to the provisions of this AgreementSECTION and SECTION, be applied, first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due to the Agent from the Borrower; second, to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving LoansAdvances, including BABC Loans and Agent AdvancesLoans; fourth, to pay or prepay principal of the BABC Loans and Agent AdvancesLoans; fifth, ratably to pay or prepay principal of the Revolving Loans Advances (other than BABC Loans and Agent AdvancesLoans) and unpaid reimbursement unreimbursed obligations in respect of Letters of Credit Credit; and sixth, ratably to the payment of pay any other Obligation Obligations due to the Agent or any Lender by the Borrower. Notwithstanding anything To the extent that any sums are applied to repay the contrary contained principal balance of any Advances, they shall be applied first to Base Rate Loans and then to LIBOR Rate Loans, in this Agreement, unless so directed by the Borrower, or unless an Event of Default is outstanding, neither chronological order in which the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any Rate Periods for such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans expire. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j)SECTION. Upon the occurrence of an Event of Default, any and all payments on account of the Revolving Credit Facility will be applied to costs, indemnities, fees, interest, principal and other sums due hereunder or under the Loan Documents, in such order as Agent, in its discretion, elects.

Apportionment and Application of Payments. Aggregate Except as otherwise provided with respect to Defaulting Lenders, aggregate principal payments and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir applicable Pro Rata Shares) and payments of the fees (other than fees designated for Administrative Agent's sole and separate account, fees designated for Collateral Agent's sole and separate account, and fees payable in accordance with the Fee Letter) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Administrative Agent and all such payments not relating (but, so long as no Event of Default has occurred and is continuing, except for payments designated in writing by Borrower to principal or interest Administrative Agent and Collateral Agent as a prepayment of specific Loansthe Term Loans hereunder, or not constituting payment of specific fees, which may be so applied) and all Collections and all proceeds of Accounts or other Collateral received by the any Agent, shall be appliedapplied as follows: (a) unless and until all of the Obligations have become, ratablyor been declared by the Lender Group, subject due and payable or that all Obligations and Collateral have become, or been declared by the Lender Group, in liquidation: (i) (A) all Non-Ordinary Course Proceeds consisting of cash proceeds of sales or other issuances of the Securities or Subordinated Debt of Borrower (to the provisions of this Agreement, extent permitted hereunder) shall be applied in the following order: first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due to the Administrative Agent or Collateral Agent from the BorrowerBorrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); fourth, to repay the principal of the Revolving Credit Loans until paid in full, and then to be held by Administrative Agent as cash collateral hereunder with respect to unreimbursed Obligations in respect of Letter of Credit Accommodations; fifth, to pay any other Obligations due to the Lender Group (but exclusive of principal of the Term Loans); sixth, including BABC if and to the extent Borrower elects in writing to do so pursuant to a notice to Administrative Agent and Collateral Agent, to pay or prepay principal of Term Loan A, in inverse order of maturity of the installments thereof, until paid in full; seventh, if and to the extent Borrower elects in writing to do so pursuant to a notice to Administrative Agent and Collateral Agent, to pay or prepay principal of Term Loan B, in inverse order of maturity of the installments thereof, until paid in full; and eighth, if and to the extent there is any surplus, to the Borrower in accordance with applicable law. (i) (B) all Non-Ordinary Course Proceeds consisting of cash proceeds of sales or other dispositions of the AFCOM Acquisition Real Property (to the extent permitted hereunder) shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Administrative Agent or Collateral Agent from Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and Agent Advancesunpaid with respect to each of the Loans); fourth, to pay or prepay principal of Term Loan A, in inverse order of maturity of the BABC Loans and Agent Advancesinstallments thereof, until paid in full; fifth, to pay or prepay principal of Term Loan B, in inverse order of maturity of the installments thereof, until paid in full; sixth, to repay the principal of the Revolving Credit Loans until paid in full, and then to be held by Administrative Agent as cash collateral hereunder with respect to unreimbursed Obligations in respect of Letter of Credit Accommodations; seventh, to pay any other Obligations due to the Lender Group; and eighth, if and to the extent there is any surplus, to the Borrower in accordance with applicable law. (ii) all other Non-Ordinary Course Proceeds shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Administrative Agent or Collateral Agent from Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); fourth, to pay or prepay principal of Term Loan A, in inverse order of maturity of the installments thereof, until paid in full; fifth, to pay or prepay principal of Term Loan B, in inverse order of maturity of the installments thereof, until paid in full; sixth, to repay the principal of the Revolving Credit Loans until paid in full, and then to be held by Administrative Agent as cash collateral hereunder with respect to unreimbursed Obligations in respect of Letter of Credit Accommodations; seventh, to pay any other Obligations due to the Lender Group; and eighth, if and to the extent there is any surplus, to the Borrower in accordance with applicable law. (iii) all other Collections and all other proceeds of Collateral shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Administrative Agent or Collateral Agent from Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); fourth, to repay the principal of the Revolving Credit Loans until paid in full, and then to be held by Administrative Agent as cash collateral hereunder with respect to unreimbursed Obligations in respect of Letter of Credit Accommodations; fifth, to pay any other Obligations due to the Lender Group; and sixth, if and to the extent there is any surplus, to the Borrower in accordance with applicable law. (b) from and after the date that all Obligations have become, or been declared by the Lender Group, due and payable or that all Obligations and Collateral have become, or been declared by the Lender Group, in liquidation, all Collections and all other proceeds of Collateral (irrespective of whether constituting Non-Ordinary Course Proceeds) shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Administrative Agent or Collateral Agent from Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower until paid in full; third, to pay interest due in respect of all Loans (other than BABC accrued but unpaid interest on the Term Loans and Agent Advancespreviously deferred by the Lender Group in writing or permitted by the Lender Group to be paid by being added to the principal balance of the Term Loans in excess of an amount equal to 5 months of such interest on the Term Loans at the applicable rates under this Agreement or the Term Notes in effect on the date hereof) until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid reimbursement obligations with respect to each of the Loans); fourth, to repay the principal of the Revolving Credit Loans until paid in full, and then to be held by Administrative Agent as cash collateral hereunder with respect to unreimbursed Obligations in respect of Letters Letter of Credit and Accommodations; fifth, to pay all interest due in respect of all Loans to the extent not paid under clause "third" of this Section 3.2.6(b) until paid in full; sixth, to pay or prepay principal of the payment Term Loan A, in inverse order of maturity of the installments thereof, until paid in full; seventh, to pay or prepay principal of the Term Loan B, in inverse order of maturity of the installments thereof, until paid in full; eighth, to pay any other Obligation Obligations due to the Agent or any Lender by the Borrower. Notwithstanding anything Group; and ninth, if and to the contrary contained in this Agreementextent there is any surplus, unless so directed by the Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the Borrower in accordance with applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j)law.

Apportionment and Application of Payments. Aggregate Except as otherwise provided with respect to Defaulting Lenders, aggregate principal payments and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir applicable Pro Rata Shares) and payments of the fees (other than fees designated for Administrative Agent's sole and separate account, fees designated for Collateral Agent's sole and separate account, and fees payable in accordance with the Fee Letter) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Administrative Agent and all such payments not relating (but, so long as no Event of Default has occurred and is continuing, except for payments designated in writing by Borrower to principal or interest Administrative Agent and Collateral Agent as a prepayment of specific Loansthe Term Loans hereunder, or not constituting payment of specific fees, which may be so applied) and all Collections and all proceeds of Accounts or other Collateral received by the any Agent, shall be applied, ratably, subject applied as follows: (a) unless all of the Obligations have become or been declared due and payable: (i) all Non-Ordinary Course Proceeds consisting of cash proceeds of sales or other issuances of the Securities or Subordinated Debt of Borrower (to the provisions of this Agreement, extent permitted hereunder) shall be applied in the following order: first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due to the Administrative Agent or Collateral Agent from the BorrowerBorrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); fourth, to repay the principal of the Revolving Credit Loans until paid in full; fifth, to pay any other Obligations due to the Lender Group (but exclusive of principal of the Term Loans); sixth, including BABC if and to the extent Borrower elects in writing to do so pursuant to a notice to Administrative Agent and Collateral Agent, to pay or prepay principal of Term Loan A, in inverse order of maturity of the installments thereof, until paid in full; and seventh, if and to the extent Borrower elects in writing to do so pursuant to a notice to Administrative Agent and Collateral Agent, to pay or prepay principal of Term Loan B, in inverse order of maturity of the installments thereof, until paid in full. (ii) all other Non-Ordinary Course Proceeds shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Administrative Agent or Collateral Agent from Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and Agent Advancesunpaid with respect to each of the Loans); fourth, to pay or prepay principal of Term Loan A, in inverse order of maturity of the BABC Loans and Agent Advancesinstallments thereof, until paid in full; fifth, to pay or prepay principal of Term Loan B, in inverse order of maturity of the installments thereof, until paid in full; sixth, to repay the principal of the Revolving Credit Loans until paid in full; and seventh, to pay any other Obligations due to the Lender Group. (iii) all other Collections and all other proceeds of Collateral shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Administrative Agent or Collateral Agent from Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower until paid in full; third, to pay interest due in respect of all Loans until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid with respect to each of the Loans); fourth, to repay the principal of the Revolving Credit Loans until paid in full; and fifth, to pay any other Obligations due to the Lender Group. (b) from and after the date that all Obligations have become, or been declared by the Lender Group, due and payable or that all Obligations and Collateral have become, or been declared by the Lender Group, in liquidation, all Collections and all other proceeds of Collateral (irrespective of whether constituting Non-Ordinary Course Proceeds) shall be applied in the following order: first, to pay any fees, or expense reimbursements then due to Administrative Agent or Collateral Agent from Borrower until paid in full; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower until paid in full; third, to pay interest due in respect of all Loans (other than BABC accrued but unpaid interest on the Term Loans and Agent Advancespreviously deferred by the Lender Group in writing or permitted by the Lender Group to be paid by being added to the principal balance of the Term Loans in excess of an amount equal to 5 months of such interest on the Term Loans at the applicable rates under this Agreement or the Term Notes in effect on the date hereof) until paid in full (if such proceeds are insufficient to pay all such interest in full, then such amount shall be applied pro rata to interest accrued and unpaid reimbursement obligations with respect to each of the Loans); fourth, to repay the principal of the Revolving Credit Loans until paid in full; fifth, to pay all interest due in respect of Letters all Loans to the extent not paid under clause "third" of Credit and this Section 3.2.6(b) until paid in full; sixth, to pay or prepay principal of the payment of Term Loans, ratably until paid in full; and seventh, to pay any other Obligation Obligations due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j)Group.

Apportionment and Application of Payments. Aggregate (i) Subject to the provisions of Sections 2.8, ------------ 4.11(b)(ii) and 4.11(b)(iii), all payments of principal and interest in ----------- ------------ respect of outstanding Loans, all payments of Fees and Expenses and all other payments in respect of any other Obligations, shall be apportioned ratably allocated among such of the Lenders (according and the Issuing Bank as are entitled thereto, in proportion to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shalltheir respective Term Loan Proportionate Shares or Revolving Credit Proportionate Shares, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent or as otherwise provided herein. (ii) Except as provided in Section 4.11(b)(iii) and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, -------------------- subject to the provisions of this AgreementSection 2.8, all such payments and any other ----------- amounts received by the Agent from or for the benefit of a Borrower shall be applied first, (A) if such payment or amount is in respect of principal or ----- interest on the Revolving Loans, to pay principal of and interest on any portion of the Revolving Loans to the Borrower which the Agent may have advanced on behalf of any Revolving Credit Lender (including Agent Advances) for which the Agent has not then been reimbursed by such Revolving Credit Lender or the Borrower or (B) if such payment or amount is in respect of principal or interest on the Term Loans, to pay principal of and interest on any portion of the Term Loans to the Term Loan Borrower which the Agent may have advanced on behalf of any Term Loan Lender for which the Agent has not then been reimbursed by such Term Loan Lender or the Term Loan Borrower, second, to pay the principal of the ------ Loans (or any installment thereof) advanced to the Borrower which are then due and payable in the order described hereinbelow and interest on such Loans then due and payable, ratably, based on the then outstanding balances of such Loans, third, to pay all other ----- ratably, and fourth, as Obligations then due and payable by the Borrower, the ------ Borrower so designates. All such principal and interest payments in respect of Loans shall be applied first, to pay repay outstanding Prime Rate Loans and then ----- ---- to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (iii) Except as provided in Section 9.5, upon the ----------- termination of the Revolving Credit Commitments or the acceleration of the Obligations pursuant to Section 9.2 and until such time, if any, as such ----------- termination or acceleration has been rescinded pursuant to Section 9.3, all ----------- payments and all proceeds of Collateral received by the Agent shall be applied in the following order: first, to the payment of any feesFees, indemnities Expenses or expense reimbursements including any amounts relating to ACH Transactions then other ----- Obligations due and payable to the Agent from (in its capacity as such) under any of the BorrowerCredit Documents, including Agent Advances and any other amounts advanced by the Agent on behalf of the Lenders; second, to pay the payment of any fees Fees, expenses ------ or expense reimbursements then other Obligations due and payable to the Lenders from Issuing Bank (in its capacity as such) under any of the BorrowerCredit Documents; third, to pay interest the payment of any Fees, ----- Expenses or indemnification Obligations due in respect and payable to the Lenders under any of all Revolving Loansthe Credit Documents, including BABC Loans ratably, based on the outstanding balances of such Fees, Expenses and Agent Advancesindemnification Obligations; fourth, to pay or prepay principal the payment of ------ interest due on the BABC Loans and Agent AdvancesLoans, ratably, in accordance with the Lenders' respective Overall Proportionate Shares; fifth, to pay or prepay the payment of principal of due on the ----- Revolving Loans, ratably, in accordance with the Revolving Loans (other than BABC Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit and Lenders' respective Revolving Credit Proportionate Shares; sixth, to the payment of any other Obligation ----- principal due on the Term Loans, ratably, in accordance with the Term Loan Lenders' respective Term Loan Proportionate Shares; seventh, to the Agent or any Lender by the Borrower. Notwithstanding anything payment of ------- all other Obligations due and payable to the contrary contained in this AgreementLenders, unless so directed by ratably, based on the Borroweroutstanding balances of such Obligations; and eighth, or unless an Event to the payment of Default is outstandingall ------ other Obligations owing to any Holder, neither ratably, based on the outstanding balances of such Obligations. (iv) Subject to Sections 2.6 and 2.8, the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall ------------ --- promptly distribute to each Lender and Issuing Bank at its primary address set forth on Annex I or in the Assignment and Assumption Agreement by which it ------- became a Lender or Issuing Bank, or at such other address as a Lender, pursuant to the applicable wire transfer instructions received from each Lender an Issuing Bank or other Holder may request in writing, such funds as it such Person may be entitled to receive; provided, subject however, that the Agent shall under no -------- ------- circumstances be bound to a Settlement delay inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as provided for in Section 2.2(j)to any apportionment or distribution contemplated hereby.